Terms and Conditions


By clicking the box captioned I agree to terms and conditions on the web page to which this Publisher Agreement (this Agreement) is linked, you hereby represent and warrant that you are authorized by the publisher that is entering into this Agreement (Publisher) to bind the Publisher to the terms and conditions of this Agreement and will, subject to the terms of Section 15 below, be deemed to have separately entered into this Agreement with Social Nation, Inc. (AdsOptimal), a California corporation.


1.2 During the "Term" (as defined below), Publisher shall run, place and display the Ad Units only on web sites and mobile applications owned, operated and/or controlled by Publisher (Publisher Sites), using any "AdsOptimal Integration" (defined below) and in compliance with the terms and conditions of this Agreement and applicable laws. Publisher will not run, place, display or link Ad Units on or to any web site or mobile application (including Publisher Sites) that contains indecent, obscene or pornographic material, hate speech, offensive or illegal subject matter, or that relates to illegal or misleading activities.

1.3 For the purposes hereof, "AdsOptimal Integration" is defined as the process by which connection and communication to the AdsOptimal server is made for purposes of delivering or serving Ad Units to Publisher Sites. A AdsOptimal Integration becomes available, either via the AdsOptimal Software Development Kit, by API Server Integration, or by HTML Insertion Code, either of which is licensed to Publisher hereunder. For the purposes hereof:

1.3.1 "AdsOptimal Software Development Kit" (hereafter, AdsOptimal SDK) is defined and licensed hereunder as the compiled or source code version of the licensed computer software programs provided by AdsOptimal for downloading and use for the sole purpose of connecting Publisher Sites to the AdsOptimal servers for the purposes of delivering Ad Units.

1.3.2 "API Server Integration" (hereafter API Integration) is defined and licensed hereunder as programmatic API calls used for communicating with the AdsOptimal servers for the sole purpose of requesting, delivering and transmitting Ad Units to the Publisher Sites.

1.3.3 "AdsOptimal HTML Insertion Code" (hereafter HTML Insertion Code) means the software code licensed hereunder and made available by AdsOptimal on the Publisher Portal from time to time for the sole purpose of delivering or serving Ad Units to Publisher Sites. HTML Insertion Code includes, but is not limited to, AdsOptimal Tags (as described below) incorporated therein.

1.3.4 "AdsOptimal Tags" means scripts made available by AdsOptimal on the Publisher Portal from time to time that are designed to be inserted into the HTML code of web pages within Publisher Sites, which scripts communicate with servers designated by AdsOptimal and request transmission from those servers of Ad Units.

1.4 Publisher's use of any AdsOptimal Integration will not violate any third party restrictions that may exist. Further, Publisher shall not alter, sell or disclose the AdsOptimal Integration, or any component thereof, in any way without AdsOptimal's prior written consent. Publisher understands, agrees, and accepts that any source code licensed by AdsOptimal to Publisher shall be used by Publisher solely for the purposes of serving Ad Units as described in this Agreement.

1.5 Publisher is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary to (a) operate Publisher Site(s), (b) use the AdsOptimal Integration, (c) display/serve the Ad Units, and (d) access and use the Publisher Portal. AdsOptimal will provide reasonable assistance to implement the AdsOptimal Integration. Notwithstanding the previous sentence, Publisher is solely responsible for ensuring that such hardware, software, networks, systems and third-party services are compatible with the Publisher Portal, AdsOptimal Integration and the Ad Units, and AdsOptimal makes no representation or warranty (express or implied) regarding any such compatibility.


2.1 AdsOptimal will host, serve, deliver, and track responses to AdsOptimal and third party advertisements provided by AdsOptimal by means of the AdsOptimal Integration, which may include display advertisements, other creative elements and intellectual property, links, banners, buttons, and other promotional features (collectively defined as Ad Units), on or through the Publisher Sites that Publisher and AdsOptimal designate in the Publisher Portal from time to time to display the Ad Units in accordance with the terms of this Agreement (the Program Sites). This arrangement will be referred to herein as the "Program".

2.2 Subject to the terms and conditions of this Agreement, AdsOptimal hereby grants Publisher a limited, nonexclusive, non-sublicensable, non-transferable right during the Term to use the AdsOptimal Integration methods for the purpose of displaying Ad Units, in each case on the Program Sites in connection with the Program and in accordance with the terms of this Agreement and applicable laws. AdsOptimal hereby reserves all rights in and to the AdsOptimal Integration that are not expressly granted to Publisher hereunder.

2.3 Publisher agrees that AdsOptimal will serve the Ad Units to the Program Sites. Publisher agrees to comply with the specifications provided by AdsOptimal from time to time to enable proper delivery, display, tracking, and reporting of the Ad Units in connection with the Program Sites, by not modifying the embed code or other programming in the AdsOptimal HTML Insertion Code in any way, unless expressly authorized in writing by AdsOptimal.

2.4 Publisher acknowledges and agrees that Publisher is solely responsible for the Publisher Sites, including all content and materials, and maintenance and operation thereof; the proper implementation of AdsOptimal's specifications; and adherence to the terms of this Agreement. Publisher agrees to direct to AdsOptimal, and not to any person or entity, any communication regarding any Ad Unit displayed in connection with the Publisher Sites. AdsOptimal reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access or modify Ad Units or to fabricate, simulate, distort or improperly increase any Revenue Event (as defined below), or any activity prohibited by this Agreement. AdsOptimal is not responsible for or liable for anything related to the Publisher Sites, including without limitation the receipt of requests from end users of the Publisher Sites or the transmission of data between the Publisher Sites and AdsOptimal. AdsOptimal shall not be obligated to provide notice to Publisher in the event that any Ad Unit is not being displayed properly to, or Revenue Event is not being completed properly by, end users of the Program Sites. A "Revenue Event" means a purchase of, or generation of a lead for the sale of, products or services (by or to end users of the Program Sites) through and by means of the Ad Units displayed by Publisher on the Program Sites, if such purchase or lead generation occurs during the Term and results in AdsOptimal's actual receipt of Advertising Revenues under AdsOptimal's agreement with the applicable advertiser, which Revenue Events may include without limitation clicks, impressions, or installations. Publisher acknowledges and agrees that Publisher is solely responsible for accuracy of payee information entered into the Publisher Portal and any payment(s) remitted by AdsOptimal to the specified payee listed in the Publisher Portal shall fulfill AdsOptimal's obligation for such payment(s).


Publisher shall not, and shall not authorize, encourage or permit any third party to: (i) directly or indirectly generate Revenue Events, or impressions of or clicks on any Ad Unit, through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated requests, and/or the unauthorized use of other optimization services and/or software; (ii) edit, modify, filter, or change the order of the information contained in, any Ad Unit, or remove, obscure or minimize any Ad Unit in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad Unit (Advertiser Page); (iv) redirect an end user away from any Advertiser Page, or provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad Unit and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad Unit to an Advertiser Page; (v) display or create a link to any Ad Unit on any error page on any chat page, in any email, or on any Web page that contains any pornographic, hate-related, copyright-infringing, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ad Units through or from, or otherwise incorporate the Ad Units in, any software application, web page, or other means other than the Program Sites, and then only to the extent expressly permitted by this Agreement; or (vii) crawl, spider, index or in any non-transitory manner store or cache information obtained from any Ad Units or Revenue Events, or any part, copy, or derivative thereto. Publisher acknowledges that: AdsOptimal reserves the right to decide whether Web page violates these Terms and Conditions; any violation or attempted violation of any of the foregoing is a material breach of this Agreement. Publisher shall not retain or use any non-public or personally identifiable information provided by end users of the Program Sites on Advertiser Pages or otherwise through or in connection with Ad Units. Publisher will handle and protect all non-public or personally identifiable information provided by end users of the Program Sites in accordance with all applicable laws.


4.1 The term of the Agreement (the Term) shall begin on the date you accept and agree to be bound by this Agreement as provided above and continue until termination as provided in this Section 4.

4.2 Copyright Violation. AdsOptimal may terminate Publisher Account and access rights of any repeat infringer.

4.3 Termination for Convenience. Either party may terminate the Agreement for convenience upon at least 24 hours prior written notice to the other party.

4.4 Effect of Termination. Upon termination of this Agreement by any party for any reason, all of Publisher s rights and licenses under this Agreement, including (without limitation) with respect to the use of Ad Units and AdsOptimal Integration, shall terminate and Publisher shall immediately disable any AdsOptimal Integration implemented hereunder. However, Sections 5, 6, 7, 8, 9, and 12-15 shall survive termination of the Agreement. Publisher understands and agrees that it shall be responsible hereunder for any failure by Publisher to disable any AdsOptimal Integration as set forth in the first sentence of this Section 4.3.


Publisher agrees not to disclose AdsOptimal Confidential Information without AdsOptimal's prior written consent. AdsOptimal "Confidential Information" means any and all non-public, confidential or proprietary information of AdsOptimal, its affiliates, or their respective advertisers, customers and clients, and includes without limitation: (a) all software, technology, programming, specifications, materials, guidelines and documentation, and other intellectual property, used in or relating to the Program (collectively the Advertising Companies Technology); (b) click-through rates or other statistics relating to performance in the Program provided to Publisher by AdsOptimal; (c) any other information designated in writing by AdsOptimal as Confidential or an equivalent designation; (d) any and all plans, strategies, tactics, policies, resolutions, inventions, patents, trademarks, service marks, copyrights, copyrightable material, trade secrets, know how, technical information, technical drawings and designs, patent or trademark applications and other intellectual property and similar rights of AdsOptimal or its affiliates (AdsOptimal IP), (e) any and all marketing information, sales or product plans, prospects and market research data of AdsOptimal or its affiliates, (f) any and all financial information, cost and performance data and any debt arrangements, equity ownership or securities transaction information of AdsOptimal or its affiliates, (g) any and all personnel information, personnel lists, resumes, personnel data, organizational structure, compensation and performance evaluations of AdsOptimal or its affiliates, (h) any and all customer, advertiser, vendor or supplier information of AdsOptimal or its affiliates, and (i) any other information of whatever nature, including, without limitation, information which gives to AdsOptimal or its affiliates an opportunity to obtain an advantage over its competitors who or which do not have access to such information. Publisher may accurately disclose the amount of payments received by it pursuant to the Program. AdsOptimal Confidential Information does not include information that has become publicly known through no breach by Publisher, or information that has been (i) independently developed without access to AdsOptimal Confidential Information, as evidenced in writing; (ii) rightfully received by Publisher from a third party who or which is not subject to a duty of confidentiality to AdsOptimal or its affiliates; or (iii) required to be disclosed by law or by a governmental authority.


Publisher acknowledges and agrees that Ad Units may include links to other websites or resources, and that AdsOptimal has no control over (and is merely a passive conduit with respect to) any Ad Units or such websites or other resources that may be submitted or published by any advertiser or third party. AdsOptimal is not responsible for the availability of such third party external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third party external websites, Advertiser Pages or resources (Third Party Content). Publisher acknowledges and agrees that AdsOptimal shall have no responsibility or liability whatsoever for any damage, loss, cost, expense, claim or liability caused, incurred or alleged to be caused or incurred by or in connection with use of or reliance on any content, goods or services available on or through any website, Advertiser Page or resource, whether third party or internal to AdsOptimal. All correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Ad Units, the Program and any Third Party Content or internal content to AdsOptimal, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Publisher (or Publisher s end users) and such advertiser.




EXCEPT FOR THE OBLIGATIONS UNDER SECTIONS 5 AND 12, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS) WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) AdsOptimal S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY AdsOptimal TO PUBLISHER DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.



9.1 AdsOptimal will pay Publisher a portion of the Advertising Revenues (as defined below) that AdsOptimal actually receives for the Revenue Events completed during the Term. All payments to Publisher by AdsOptimal shall be made in United States Dollars. Payments to Publisher by AdsOptimal shall be monthly during the Term unless otherwise approved by AdsOptimal. AdsOptimal may change the pricing, payment structure, payment timing and/or other payment terms applicable to this Agreement at any time in its sole discretion, and AdsOptimal shall make reasonable efforts to ensure revenues payable to Publisher are reflected in a Publisher reporting interface on the Publisher Portal. If Publisher does not agree to AdsOptimal's payment structure or payment terms under or in connection with this Agreement, as in effect from time to time, Publisher's sole remedy shall be to terminate this Agreement as provided in Section 4. "Advertising Revenues" means the payments actually received by AdsOptimal from an advertiser by reason of a Revenue Event that occurs during the Term, excluding (and net of) any applicable taxes, chargebacks, refunds and other adjustments (including without limitation for undelivered or misdelivered impressions), any costs of collection, and any third party commissions, referral fees and revenue shares (including without limitation agency fees).

9.2 Notwithstanding anything to the contrary herein, AdsOptimal shall not be liable for any payment based on: (a) any amounts that result from invalid Revenue Events, or invalid clicks or impressions on Ad Units generated by any person, bot, automated program or similar device, as reasonably determined by AdsOptimal, including without limitation through any clicks or impressions (i) originating from Publisher s IP addresses or computers under Publisher s control, (ii) solicited by payment of money, false representation, or request for end users to click on Ad Units, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Revenue Events; (b) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by Publisher. AdsOptimal reserves the right to withhold payment or charge back Publisher s account the amounts due to any of the foregoing or any breach of this Agreement by Publisher, or pending AdsOptimal's reasonable investigation of any of the foregoing or any breach of this Agreement by Publisher, or in the event that an advertiser whose Ad Units are displayed in connection with the Program defaults on payment for such Ad Units to AdsOptimal. If Publisher is past due on any payment to AdsOptimal (pursuant to this Agreement or otherwise), AdsOptimal reserves the right to (x) withhold payment to Publisher under this Agreement until all outstanding payments by Publisher have been made, or (y) reduce and offset amounts owed by AdsOptimal to Publisher by amounts owed by Publisher to AdsOptimal.

9.3 Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with its participation in the Program, including with respect to all payments made to it pursuant to this Agreement. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher s account, including without limitation for U.S. taxpayers: a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers: a fully-completed Form W-8BEN, or other form, and a signed certification by the Publishers stating the Publishers Foreign Status as required by U.S. tax authorities. If AdsOptimal believes it is obligated to obtain tax information from Publisher and Publisher does not provide this information after AdsOptimal has requested it, AdsOptimal may withhold payments until Publisher provides this information or otherwise satisfies AdsOptimal that Publisher is not a person or entity from whom AdsOptimal is required to obtain tax information. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.

9.4 If Publisher disputes any payment made under the Program, Publisher shall notify AdsOptimal in writing within thirty (30) days of any such payment; failure to so notify AdsOptimal shall result in the waiver by Publisher of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by AdsOptimal. No other measurements or statistics of any kind shall be accepted by AdsOptimal or have any effect under this Agreement. The payments made under this Agreement are payable to the Publisher only, and may not be transferred or assigned in any manner, or passed on to any third party (including distributed to web sites owned, operated and/or controlled or managed by Publisher that require separate payments) unless expressly authorized in writing by AdsOptimal.

9.5 AdsOptimal makes no guarantee regarding the number, timing, or completion of Revenue Events, or regarding the amount of any payments, individually or in the aggregate, to be earned by or paid to Publisher under this Agreement. SECTION 10. PUBLICITY Publisher agrees that during the term of this Agreement, AdsOptimal may use Publisher’s name and logo in presentations, marketing materials, customer lists, financial reports, and web page listings. SECTION 11. REPRESENTATIONS AND WARRANTIES Publisher represents and warrants that (a) all of the information provided by Publisher to AdsOptimal to enroll in the Program is correct and current; (b) Publisher is the owner of each Publisher Site or controls such Publisher Site and is legally authorized to act on behalf of the owner of such Program Sites for the purposes of this Agreement and the Program; (c) Publisher has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of Publisher hereunder; and (d) Publisher has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CANSPAM Act of 2003 and any relevant data protection or privacy laws) in its performance of any acts hereunder. Publisher further represents and warrants that throughout the term of this Agreement the Publisher Sites and all material displayed thereon: (i) do and will continue to comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent or illegal in content.

9.6 Publisher portion of Advertising Revenue will only be paid when Publisher balance is above the minimum requirements stated on the “Request Payout” page. AdsOptimal does not owe Publisher any Advertising Revenue if the Publisher portion of the Advertising Revenue is less than the minimum requirement


Publisher agrees to indemnify, defend and hold AdsOptimal, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including without limitation applicable advertisers, syndication partners, licensors, licensees, consultants and contractors) (each, an Indemnified Person ) harmless from and against any and all liabilities, losses, claims, costs and expenses (including damage awards, settlement amounts, and reasonable legal fees), incurred or suffered by any Indemnified Person(s), arising out of, related to or in connection with (a) Publisher s use of the Ad Units, AdsOptimal Integration, the Publisher Portal, or the Program, (b) the Publisher Sites, and/or (c) Publisher's breach of or performance under any term of this Agreement.


Publisher acknowledges that AdsOptimal owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program and all related elements (including but not limited to the Advertising Companies Technology (including AdsOptimal Integration), Ad Units and AdsOptimal IP, excluding only items licensed by AdsOptimal from third parties. Publisher will not acquire any right, title, or interest in or to the Program or any related elements (including but not limited to the Advertising Companies Technology (including the AdsOptimal Integration), Ad Units and AdsOptimal IP), whether or not licensed by AdsOptimal from third parties (collectively, Excluded IP), except as expressly set forth in Section 2.2 of this Agreement. Publisher will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or advertising or marketing techniques from any Excluded IP, or create or attempt to create a substitute or similar service or product through use of or access to the Program or Excluded IP. Publisher will not remove, obscure, or alter any Excluded IP. Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and reinstatements thereof, now or hereafter in force and effect worldwide. To the extent that Publisher or its affiliates or any of their respective employees, agents or representatives, makes any modifications, changes, customizations, improvements, enhancements or other derivative works from, based upon or using and Excluded IP (collectively, Derivative Works), Publisher hereby agrees that title to and ownership of all such Derivative Works and all goodwill related thereto (including without limitation all intellectual property rights) shall vest in AdsOptimal. Publisher hereby assigns all right, title, and interest in and to all such Derivative Works and all related goodwill to AdsOptimal and its successors and assigns forever. Whenever Publisher is requested to do so by AdsOptimal, during or after the Term, Publisher shall, and shall cause its affiliates and their respective employees, agents or representatives to, promptly execute and deliver any and all applications, assignments or other documents or instruments deemed necessary or advisable by AdsOptimal to apply for and confirm and effectuate full and exclusive ownership of such Derivative Works and all associated goodwill in AdsOptimal, including, but not limited to, ownership of any moral rights under the copyright law of any nation, or any other rights under the intellectual property laws of any nation. The obligations set forth in this Section 13 shall be binding upon the successors, assigns, and legal representatives of Publisher.


This Agreement shall be governed by the laws of the State of California. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated exclusively in the State and federal courts located in San Mateo, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise provided in Section 9, any modifications to this Agreement must be made in writing and executed by both parties. The failure to require performance of any provision shall not affect a party s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Publisher may not resell, assign, or transfer any of Publisher s rights hereunder without the prior written consent of AdsOptimal. Any such attempt without AdsOptimal’s consent shall be void. The relationship between AdsOptimal and Publisher is not one of a legal partnership relationship, but is one of independent contractors. This Agreement may be executed in one or more counterparts, each executed counterpart (including counterparts delivered by facsimile, e-mail or otherwise) to be deemed an original instrument, and all such counterparts together to be deemed but one agreement. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be deemed to be deleted, but the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and entered into on their behalf by their duly authorized representatives.